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Coca-Cola Bottling Co. Consolidated 10-Q 2005

Documents found in this filing:

  1. 10-Q
  2. Ex-4.1
  3. Ex-31.1
  4. Ex-31.2
  5. Ex-32
  6. Ex-32
For the Quarterly Period Ended July 3, 2005
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended July 3, 2005

 

Commission File Number 0-9286

 


 

COCA-COLA BOTTLING CO. CONSOLIDATED

(Exact name of registrant as specified in its charter)

 


 

Delaware   56-0950585

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

4100 Coca-Cola Plaza, Charlotte, North Carolina 28211

(Address of principal executive offices) (Zip Code)

 

(704) 557-4400

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

    Class    


 

Outstanding at July 28, 2005


Common Stock, $1.00 Par Value

  6,642,577

Class B Common Stock, $1.00 Par Value

  2,440,752

 



Table of Contents

COCA-COLA BOTTLING CO. CONSOLIDATED

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JULY 3, 2005

 

INDEX

 

          Page

PART I – FINANCIAL INFORMATION

Item 1.

   Financial Statements (Unaudited)     
     Consolidated Balance Sheets    3
     Consolidated Statements of Operations    5
     Consolidated Statements of Changes in Stockholders’ Equity    6
     Consolidated Statements of Cash Flows    7
     Notes to Consolidated Financial Statements    8

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    26

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk    46

Item 4.

   Controls and Procedures    46
PART II – OTHER INFORMATION

Item 4.

   Submission of Matters to a Vote of Security Holders    47

Item 6.

   Exhibits    48

 

2


Table of Contents

PART I - FINANCIAL INFORMATION

 

Item l. Financial Statements

 

Coca-Cola Bottling Co. Consolidated

CONSOLIDATED BALANCE SHEETS

In Thousands (Except Share Data)

 

    

Unaudited
July 3,

2005


  

Jan. 2,

2005


   Unaudited
June 27,
2004


ASSETS

                    

Current Assets:

                    

Cash

   $ 10,155    $ 8,885    $ 9,009

Accounts receivable, trade, less allowance for doubtful

    accounts of $1,262, $1,678 and $1,978

     100,640      82,036      92,487

Accounts receivable from The Coca-Cola Company

     5,326      7,049      4,317

Accounts receivable, other

     6,890      9,637      8,243

Inventories

     55,324      48,886      54,360

Cash surrender value of life insurance, net

                   20,170

Prepaid expenses and other current assets

     12,806      7,935      9,686
    

  

  

Total current assets

     191,141      164,428      198,272
    

  

  

Property, plant and equipment, net

     398,368      418,853      426,385

Leased property under capital leases, net

     75,051      76,857      78,731

Other assets

     40,239      25,270      26,815

Franchise rights, net

     520,672      520,672      520,672

Goodwill, net

     102,049      102,049      102,049

Other identifiable intangible assets, net

     5,369      5,934      7,461
    

  

  

Total

   $ 1,332,889    $ 1,314,063    $ 1,360,385
    

  

  

 

See Accompanying Notes to Consolidated Financial Statements

 

3


Table of Contents

Coca-Cola Bottling Co. Consolidated

CONSOLIDATED BALANCE SHEETS

In Thousands (Except Share Data)

 

    

Unaudited
July 3,

2005


   

Jan. 2,

2005


    Unaudited
June 27,
2004


 

LIABILITIES AND STOCKHOLDERS’ EQUITY

                        

Current Liabilities:

                        

Portion of long-term debt payable within one year

   $ 39     $ 8,000     $ 39  

Current portion of obligations under capital leases

     1,794       1,826       1,845  

Accounts payable, trade

     40,866       30,989       42,933  

Accounts payable to The Coca-Cola Company

     29,285       18,223       31,163  

Accrued compensation

     14,346       17,186       14,570  

Other accrued liabilities

     55,212       50,409       48,177  

Accrued interest payable

     6,787       11,864       10,317  
    


 


 


Total current liabilities

     148,329       138,497       149,044  

Deferred income taxes

     168,433       165,578       165,212  

Pension and postretirement benefit obligations

     42,031       42,361       42,449  

Other liabilities

     78,935       85,260       79,697  

Obligations under capital leases

     78,336       79,202       80,100  

Long-term debt

     702,900       700,039       744,439  
    


 


 


Total liabilities

     1,218,964       1,210,937       1,260,941  
    


 


 


Commitments and Contingencies (Note 14)

                        

Minority interest

     40,648       38,687       36,969  

Stockholders’ Equity:

                        

Common Stock, $1.00 par value:

                        

Authorized - 30,000,000 shares;

                        

Issued - 9,704,951 shares

     9,704       9,704       9,704  

Class B Common Stock, $1.00 par value:

                        

Authorized - 10,000,000 shares;

                        

Issued - 3,068,866, 3,048,866 and 3,048,866 shares

     3,069       3,049       3,049  

Capital in excess of par value

     99,376       98,255       98,255  

Retained earnings

     48,185       40,488       36,589  

Accumulated other comprehensive loss

     (25,803 )     (25,803 )     (23,868 )
    


 


 


       134,531       125,693       123,729  

Less-Treasury stock, at cost:

                        

Common - 3,062,374 shares

     60,845       60,845       60,845  

Class B Common - 628,114 shares

     409       409       409  
    


 


 


Total stockholders’ equity

     73,277       64,439       62,475  
    


 


 


Total

   $ 1,332,889     $ 1,314,063     $ 1,360,385  
    


 


 


 

See Accompanying Notes to Consolidated Financial Statements

 

4


Table of Contents

Coca-Cola Bottling Co. Consolidated

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

In Thousands (Except Per Share Data)

 

     Second Quarter

   First Half

     2005

   2004

   2005

   2004

Net sales

   $ 357,780    $ 333,711    $ 664,037    $ 616,438

Cost of sales, excluding depreciation expense shown below

     191,228      173,026      357,543      315,236
    

  

  

  

Gross margin

     166,552      160,685      306,494      301,202

Selling, delivery and administrative expenses, excluding depreciation shown below

     115,242      111,924      224,353      218,494

Depreciation expense

     16,970      17,661      34,166      35,313

Amortization of intangibles

     157      795      566      1,590
    

  

  

  

Income from operations

     34,183      30,305      47,409      45,805

Interest expense

     12,893      10,676      24,391      20,984

Minority interest

     1,441      1,651      1,961      2,098
    

  

  

  

Income before income taxes

     19,849      17,978      21,057      22,723

Income taxes

     8,330      7,355      8,819      9,305
    

  

  

  

Net income

   $ 11,519    $ 10,623    $ 12,238    $ 13,418
    

  

  

  

Basic net income per share

   $ 1.27    $ 1.17    $ 1.35    $ 1.48

Diluted net income per share

   $ 1.27    $ 1.17    $ 1.35    $ 1.48

Weighted average number of common shares outstanding

     9,083      9,063      9,083      9,063

Weighted average number of common shares outstanding-assuming dilution

     9,083      9,063      9,083      9,063

Cash dividends per share

                           

Common Stock

   $ .25    $ .25    $ .50    $ .50

Class B Common Stock

   $ .25    $ .25    $ .50    $ .50

 

See Accompanying Notes to Consolidated Financial Statements

 

5


Table of Contents

Coca-Cola Bottling Co. Consolidated

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

In Thousands

 

     Common
Stock


   Class B
Common
Stock


  

Capital

in

Excess of
Par Value


   Retained
Earnings


    Accumulated
Other
Comprehensive
Loss


    Treasury
Stock


    Total

 

Balance on December 28, 2003

   $ 9,704    $ 3,029    $ 97,220    $ 27,703     $ (23,930 )   $ (61,254 )   $ 52,472  
Comprehensive income:                                                      

Net income

                          13,418                       13,418  

Net gain on derivatives, net of tax

                                  62               62  
                                                 


Total comprehensive income                                                   13,480  

Cash dividends paid

                                                     

Common ($.50 per share)

                          (3,321 )                     (3,321 )

Class B Common ($.50 per share)

                          (1,211 )                     (1,211 )

Issuance of 20,000 shares of Class B Common Stock

            20      1,035                              1,055  
    

  

  

  


 


 


 


Balance on June 27, 2004

   $ 9,704    $ 3,049    $ 98,255    $ 36,589     $ (23,868 )   $ (61,254 )   $ 62,475  
    

  

  

  


 


 


 


Balance on January 2, 2005

   $ 9,704    $ 3,049    $ 98,255    $ 40,488     $ (25,803 )   $ (61,254 )   $ 64,439  
Comprehensive income:                                                      

Net income

                          12,238                       12,238  
                                                 


Total comprehensive income                                                   12,238  

Cash dividends paid

                                                     

Common ($.50 per share)

                          (3,321 )                     (3,321 )

Class B Common ($.50 per share)

                          (1,220 )                     (1,220 )

Issuance of 20,000 shares of Class B Common Stock

            20      1,121                              1,141  
    

  

  

  


 


 


 


Balance on July 3, 2005

   $ 9,704    $ 3,069    $ 99,376    $ 48,185     $ (25,803 )   $ (61,254 )   $ 73,277  
    

  

  

  


 


 


 


 

See Accompanying Notes to Consolidated Financial Statements

 

6


Table of Contents

Coca-Cola Bottling Co. Consolidated

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

In Thousands

 

     First Half

 
     2005

    2004

 

Cash Flows from Operating Activities

                

Net income

   $ 12,238     $ 13,418  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation expense

     34,166       35,313  

Amortization of intangibles

     566       1,590  

Deferred income taxes

     4,664       9,305  

Losses on sale of property, plant and equipment

     36       472  

Amortization of debt costs

     616       559  

Amortization of deferred gain related to terminated interest rate agreements

     (839 )     (1,152 )

Minority interest

     1,961       2,098  

(Increase) decrease in current assets less current liabilities

     (4,892 )     2,685  

(Increase) decrease in other noncurrent assets

     (1,377 )     265  

Increase (decrease) in other noncurrent liabilities

     (8,451 )     6,620  

Other

             102  
    


 


Total adjustments

     26,450       57,857  
    


 


Net cash provided by operating activities

     38,688       71,275  
    


 


Cash Flows from Financing Activities

                

Payment of long-term debt

             (45,000 )

Payment of current portion of long-term debt

             (39 )

Repayment of lines of credit, net

     (5,100 )     (13,200 )

Cash dividends paid

     (4,541 )     (4,532 )

Principal payments on capital lease obligations

     (897 )     (925 )

Premium on exchange of long-term debt

     (15,554 )        

Other

     585       (252 )
    


 


Net cash used in financing activities

     (25,507 )     (63,948 )
    


 


Cash Flows from Investing Activities

                

Additions to property, plant and equipment

     (14,881 )     (25,896 )

Proceeds from the sale of property, plant and equipment

     2,970       1,620  

Proceeds from the redemption of life insurance policies

             7,914  
    


 


Net cash used in investing activities

     (11,911 )     (16,362 )
    


 


Net increase (decrease) in cash

     1,270       (9,035 )

Cash at beginning of period

     8,885       18,044  
    


 


Cash at end of period

   $ 10,155     $ 9,009  
    


 


Significant non-cash investing and financing activities:

                

Issuance of Class B Common Stock related to stock award

   $ 1,141     $ 1,055  

Capital lease obligations incurred

             37,307  

Exchange of long-term debt

     164,757          

 

See Accompanying Notes to Consolidated Financial Statements

 

7


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

1. Accounting Policies

 

The consolidated financial statements include the accounts of Coca-Cola Bottling Co. Consolidated and its majority owned subsidiaries (the “Company”). All significant intercompany accounts and transactions have been eliminated.

 

The consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal, recurring nature.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

The accounting policies followed in the presentation of interim financial results are consistent with those followed on an annual basis. These policies are presented in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form

10-K for the year ended January 2, 2005 filed with the Securities and Exchange Commission.

 

Certain prior year amounts have been reclassified to conform to current year classifications.

 

2. Seasonality of Operations

 

Operating results for the second quarter and the first half of 2005 are not indicative of results that may be expected for the fiscal year ending January 1, 2006 because of business seasonality. Business seasonality results primarily from higher unit sales of the Company’s products in the second and third quarters versus the first and fourth quarters of the fiscal year. Fixed costs, such as depreciation, amortization and interest expense, are not significantly impacted by business seasonality.

 

3. Piedmont Coca-Cola Bottling Partnership

 

On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont Coca-Cola Bottling Partnership (“Piedmont”) to distribute and market nonalcoholic beverages primarily in portions of North Carolina and South Carolina. The Company provides a portion of the finished products to Piedmont at cost and receives a fee for managing the business of Piedmont pursuant to a management agreement.

 

Minority interest as of July 3, 2005, January 2, 2005 and June 27, 2004 represents the portion of Piedmont owned by The Coca-Cola Company, which was 22.7% for all periods presented.

 

8


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

4. Inventories

 

Inventories were summarized as follows:

 

In Thousands


   July 3,
2005


   Jan. 2,
2005


   June 27,
2004


Finished products

   $ 31,314    $ 25,026    $ 30,344

Manufacturing materials

     10,074      10,148      8,214

Plastic shells, plastic pallets and other

     13,936      13,712      15,802
    

  

  

Total inventories

   $ 55,324    $ 48,886    $ 54,360
    

  

  

 

5. Property, Plant and Equipment

 

The principal categories and estimated useful lives of property, plant and equipment were as follows:

 

In Thousands


   July 3,
2005


   Jan. 2,
2005


   June 27,
2004


   Estimated
Useful Lives


Land

   $ 12,767    $ 12,822    $ 12,702     

Buildings

     111,644      114,176      112,658    10-50 years

Machinery and equipment

     92,837      92,307      91,218    5-20 years

Transportation equipment

     164,909      163,707      161,069    4-13 years

Furniture and fixtures

     41,849      39,228      41,304    4-10 years

Cold drink dispensing equipment

     347,576      347,971      347,144    6-13 years

Leasehold and land improvements

     55,584      55,210      53,913    5-20 years

Software for internal use

     29,841      28,607      34,186    3-7 years

Construction in progress

     7,229      5,667      4,997     
    

  

  

    

Total property, plant and equipment, at cost

     864,236      859,695      859,191     

Less: Accumulated depreciation and amortization

     465,868      440,842      432,806     
    

  

  

    

Property, plant and equipment, net

   $ 398,368    $ 418,853    $ 426,385     
    

  

  

    

 

6. Leased Property Under Capital Leases

 

Leased property under capital leases was summarized as follows:

 

In Thousands


   July 3,
2005


   Jan. 2,
2005


   June 27,
2004


  

Estimated

Useful Lives


Leased property under capital leases

   $ 84,035    $ 84,035    $ 85,804    1-29 years

Less: Accumulated amortization

     8,984      7,178      7,073     
    

  

  

    

Leased property under capital leases, net

   $ 75,051    $ 76,857    $ 78,731     
    

  

  

    

 

The majority of the leased property under capital leases is real estate and is provided by related parties as described in Note 19 to the consolidated financial statements.

 

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Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

7. Franchise Rights and Goodwill

 

Franchise rights and goodwill were summarized as follows:

 

In Thousands


  

July 3,

2005


   Jan. 2,
2005


   June 27,
2004


Franchise rights

   $ 677,769    $ 677,769    $ 677,769

Goodwill

     155,487      155,487      155,487
    

  

  

Franchise rights and goodwill

     833,256      833,256      833,256

Less: Accumulated amortization

     210,535      210,535      210,535
    

  

  

Franchise rights and goodwill, net

   $ 622,721    $ 622,721    $ 622,721
    

  

  

 

8. Other Identifiable Intangible Assets

 

Other identifiable intangible assets were summarized as follows:

 

In Thousands


   July 3,
2005


   Jan. 2,
2005


   June 27,
2004


  

Estimated

Useful Lives


Customer relationships

   $ 61,102    $ 61,102    $ 61,102    3-20 years

Less: Accumulated amortization

     55,733      55,168      53,641     
    

  

  

    

Other identifiable intangible assets, net

   $ 5,369    $ 5,934    $ 7,461     
    

  

  

    

 

9. Other Accrued Liabilities

 

Other accrued liabilities were summarized as follows:

 

In Thousands


  

July 3,

2005


   Jan. 2,
2005


   June 27,
2004


Accrued marketing costs

   $ 4,735    $ 9,289    $ 7,628

Accrued insurance costs

     11,608      11,129      10,243

Accrued taxes (other than income taxes)

     3,861      1,670      3,959

Employee benefit plan accruals

     10,481      9,009      9,901

All other accrued expenses

     24,527      19,312      16,446
    

  

  

Total other accrued liabilities

   $ 55,212    $ 50,409    $ 48,177
    

  

  

 

 

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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

10. Long-Term Debt

 

Long-term debt was summarized as follows:

 

In Thousands


   Maturity

   Interest
Rate


  

Interest

Paid


   July 3,
2005


   Jan. 2,
2005


   June 27,
2004


Lines of Credit

   2005    3.83%    Varies    $ 2,900    $ 8,000    $ 4,400

Term Loan

             Varies                    40,000

Debentures

   2007    6.85%    Semi - annually      100,000      100,000      100,000

Debentures

   2009    7.20%    Semi - annually      57,440      100,000      100,000

Debentures

   2009    6.375%    Semi - annually      127,803      250,000      250,000

Senior Notes

   2012    5.00%    Semi - annually      150,000      150,000      150,000

Senior Notes

   2015    5.30%    Semi - annually      100,000      100,000      100,000

Senior Notes

   2016    5.00%    Semi - annually      164,757              

Other Notes Payable

   2006    5.75%    Quarterly      39      39      78
                   

  

  

                      702,939      708,039      744,478

Less: Portion of long-term debt payable within one year

                    39      8,000      39
                   

  

  

Long-term debt

                  $ 702,900    $ 700,039    $ 744,439
                   

  

  

 

The Company has obtained the majority of its long-term financing from the public markets. As of July 3, 2005, $535.2 million of the Company’s total outstanding debt balance of $702.9 million was financed through publicly offered debt. An additional $164.8 million of long-term financing was issued in a private placement. The remainder of the Company’s debt is provided by several financial institutions. The Company mitigates its financing risk by using multiple financial institutions and carefully evaluating the credit worthiness of these institutions. The Company enters into credit arrangements only with institutions with investment grade credit ratings. The Company monitors counterparty credit ratings on an ongoing basis.

 

In June 2005, the Company exchanged $122.2 million of its outstanding 6.375% debentures due 2009 and $42.6 million of its outstanding 7.20% debentures due 2009 for $164.8 million of new 5.00% senior notes

 

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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

10. Long-Term Debt

 

due 2016. The exchange was conducted as a private placement to holders of the existing debentures that were “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act of 1933. As part of the exchange, the Company paid a premium of $15.6 million to holders participating in the exchange. The Company intends to commence a registered exchange offer during the second half of 2005 to provide holders of the newly issued private notes with the opportunity to exchange their private notes for substantially identical registered notes. The transaction was accounted for as an exchange of debt and the $15.6 million premium will be amortized over the life of the new notes. The Company incurred financing transaction costs of $1.3 million related to the debt exchange which have been included in interest expense during the second quarter of 2005.

 

On April 7, 2005, the Company entered into a new five-year $100 million revolving credit facility replacing the $125 million facility which was scheduled to expire in December 2005. On July 3, 2005, there were no amounts outstanding under this facility. The new $100 million facility matures in April 2010. The new facility includes an option to extend the term for an additional year at the discretion of the participating banks. The new revolving credit facility bears interest at a floating base rate or a floating rate of LIBOR plus an interest rate spread of .375%. In addition, there is a facility fee of .125% required for this revolving credit facility. Both the interest rate spread and the facility fee are determined from a commonly used pricing grid based on the Company’s long-term senior unsecured noncredit-enhanced debt rating. The Company’s new revolving credit facility contains two financial covenants related to ratio requirements for interest coverage, and long-term debt to cash flow, as defined in the credit agreement. These covenants do not currently, and the Company does not anticipate that they will, restrict its liquidity or capital resources.

 

The Company borrows periodically under its available lines of credit. These lines of credit, in the aggregate amount of $60 million at July 3, 2005, are made available at the discretion of two participating banks and may be withdrawn at any time by such banks. The Company intends to renew the lines of credit as they mature. To the extent that borrowings under the lines of credit and borrowings under the revolving credit facility do not exceed the amount available under the Company’s revolving credit facility, and the term of the revolving credit facility matures in more than 12 months, such borrowings are classified as noncurrent liabilities. On July 3, 2005, $2.9 million was outstanding under the lines of credit. On June 27, 2004, $4.4 million was outstanding under the lines of credit.

 

After taking into account all of the interest rate hedging activities, the Company had a weighted average interest rate of 5.8%, 5.6% and 5.1% for its debt and capital lease obligations as of July 3, 2005, January 2, 2005 and June 27, 2004, respectively. The Company’s overall weighted average interest rate on its debt and capital lease obligations, excluding the financing transaction costs related to the debt exchange, would have been 5.9% for first half of 2005 compared to 5.0% for the first half of 2004. Including the $1.3 million of financing transaction costs related to the Company’s debt exchange, the overall weighted average interest rate for the first half of 2005 was 6.2%. As of July 3, 2005, approximately 42% of the Company’s debt and capital lease obligations of $783.1 million was subject to changes in short-term interest rates. The Company considers all floating rate debt and fixed rate debt with a maturity of less than one year to be subject to changes in short-term interest rates.

 

12


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

10. Long-Term Debt

 

If average interest rates for the floating rate component of the Company’s debt and capital lease obligations increased by 1%, interest expense for the first half of 2005 would have increased by approximately $1.7 million and net income would have been reduced by approximately $1 million.

 

All of the outstanding long-term debt has been issued by the Company with none being issued by any of the Company’s subsidiaries. There are no guarantees of the Company’s debt.

 

11. Derivative Financial Instruments

 

The Company periodically uses interest rate hedging products to mitigate risk from interest rate fluctuations. The Company has historically altered its fixed/floating rate mix based upon anticipated cash flows from operations relative to the Company’s debt level and the potential impact of changes in interest rates on the Company’s overall financial condition. Sensitivity analyses are performed to review the impact on the Company’s financial position and coverage of various interest rate movements. The Company does not use derivative financial instruments for trading purposes nor does it use leveraged financial instruments. All of the Company’s outstanding interest rate swap agreements are LIBOR-based.

 

Derivative financial instruments were summarized as follows:

 

     July 3, 2005

   January 2, 2005

   June 27, 2004

In Thousands


   Notional
Amount


   Remaining
Term


   Notional
Amount


   Remaining
Term


   Notional
Amount


   Remaining
Term


Interest rate swap agreement-floating

   $ 25,000    2.42 years    $ 25,000    2.92 years    $ 25,000    3.42 years

Interest rate swap agreement-floating

     25,000    2.42 years      25,000    2.92 years      25,000    3.42 years

Interest rate swap agreement-floating

     50,000    3.92 years      50,000    4.42 years      50,000    4.92 years

Interest rate swap agreement-floating

     50,000    2.42 years      50,000    2.92 years      50,000    3.42 years

Interest rate swap agreement-floating

     50,000    4.08 years      50,000    4.58 years      50,000    5.08 years

Interest rate swap agreement-floating

     50,000    7.42 years      50,000    7.92 years      50,000    8.42 years

 

The Company had six interest rate swap agreements as of July 3, 2005 with varying terms that effectively converted $250 million of the Company’s fixed rate debt to a floating rate. All of the interest rate swap agreements have been accounted for as fair value hedges.

 

The counterparties to these contractual arrangements are major financial institutions with which the Company also has other financial relationships. The Company uses several different financial institutions for interest rate derivative contracts to minimize the concentration of credit risk. While the Company is exposed to credit loss in the event of nonperformance by these counterparties, the Company does not anticipate nonperformance by these parties. The Company has master agreements with the counterparties to its derivative financial agreements that provide for net settlement of the derivative transactions.

 

13


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

12. Fair Values of Financial Instruments

 

The following methods and assumptions were used by the Company in estimating the fair values of its financial instruments:

 

Cash, Accounts Receivable and Accounts Payable

 

The fair values of cash, accounts receivable and accounts payable approximate carrying values due to the short maturity of these financial instruments.

 

Public and Privately Placed Debt Securities

 

The fair values of the Company’s public and privately placed debt securities are based on estimated market prices.

 

Non-Public Variable Rate Long-Term Debt

 

The carrying amounts of the Company’s variable rate borrowings approximate their fair values.

 

Non-Public Fixed Rate Long-Term Debt

 

The fair values of the Company’s other notes payable are estimated using discounted cash flow analyses based on the Company’s current borrowing rates for similar types of borrowing arrangements.

 

Derivative Financial Instruments

 

Fair values for the Company’s interest rate swap agreements are based on current settlement values.

 

Letters of Credit

 

The fair values of the Company’s letters of credit are based on the notional amounts of the instruments.

 

The carrying amounts and fair values of the Company’s long-term debt, derivative financial instruments and letters of credit were as follows:

 

     July 3, 2005

   January 2, 2005

   June 27, 2004

In Thousands


   Carrying
Amount


  

Fair

Value


   Carrying
Amount


  

Fair

Value


   Carrying
Amount


  

Fair

Value


Public and privately placed debt securities

   $ 700,000    $ 720,137    $ 700,000    $ 738,666    $ 700,000    $ 724,833

Non-public variable rate long-term debt

     2,900      2,900      8,000      8,000      44,400      44,400

Non-public fixed rate long-term debt

     39      39      39      39      78      80

Interest rate swap agreements

     2,855      2,855      1,594      1,594      5,289      5,289

Letters of credit

     —        18,408      —        15,826      —        13,201

 

The fair values of the interest rate swap agreements at July 3, 2005, January 2, 2005 and June 27, 2004 represent the estimated amounts the Company would have paid upon termination of these agreements.

 

14


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

13. Other Liabilities

 

Other liabilities were summarized as follows:

 

In Thousands


   July 3,
2005


   Jan. 2,
2005


   June 27,
2004


Accruals for executive benefit plans

   $ 58,887    $ 59,824    $ 56,482

Other

     20,048      25,436      23,215
    

  

  

Total other liabilities

   $ 78,935    $ 85,260    $ 79,697
    

  

  

 

Accruals for executive benefit plans as of July 3, 2005 reflected the reduction of an accrual for deferred compensation of $1.1 million due to the resignation of an executive during the second quarter of 2005.

 

14. Commitments and Contingencies

 

The Company has guaranteed a portion of the debt for two cooperatives in which the Company is a member and has an ongoing business relationship. The amounts guaranteed were $44.4 million, $41.4 million and $42.3 million as of July 3, 2005, January 2, 2005 and June 27, 2004, respectively. The Company has not recorded any liability associated with these guarantees. The guarantees relate to debt and lease obligations, which resulted primarily from the purchase of production equipment and facilities. These guarantees expire at various times through 2021. Both cooperatives consist solely of Coca-Cola bottlers. The Company does not anticipate that either of these cooperatives will fail to fulfill their commitments under these agreements. The Company further believes that each of these cooperatives has sufficient assets, including production equipment, facilities and working capital, and the ability to adjust selling prices of their products to adequately mitigate the risk of material loss.

 

The Company has identified the two cooperatives discussed above as variable interest entities and has determined it is not the primary beneficiary of either of the cooperatives. The Company’s variable interest in these cooperatives includes an equity ownership in each of the entities and the guarantee of certain indebtedness. As of July 3, 2005, these entities had total assets of approximately $401.0 million, total debt of approximately $298.9 million and total revenues for the first half of 2005 of approximately $345.6 million. In the event either of these cooperatives fail to fulfill their commitments under the related debt and lease obligations, the Company would be responsible for payments to the lenders up to the level of the guarantees. If these cooperatives had borrowed up to their borrowing capacity, the Company’s potential amount of payments under these guarantees on July 3, 2005 would have been $57.4 million. The Company’s maximum total exposure, including its equity investment, would have been $64.3 million. The Company has been purchasing products from both of these cooperatives for more than ten years.

 

The Company is involved in various claims and legal proceedings which have arisen in the ordinary course of business. Although it is difficult to predict the ultimate outcome of these claims and legal proceedings, management believes that the ultimate disposition of these matters will not have a material adverse effect on the financial condition, cash flows or results of operations of the Company. No material amount of loss in excess of recorded amounts is believed to be reasonably possible.

 

15


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

14. Commitments and Contingencies

 

The Company’s tax filings are subject to audit by tax authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. Management believes the Company has adequately provided for any ultimate amounts that are likely to result from these audits, however, final assessments, if any, could be different than the amounts provided in the financial statements.

 

15. Income Taxes

 

The provision for income taxes consisted of the following:

 

     First Half

In Thousands


   2005

    2004

Current:

              

Federal

   $ (2,369 )   $ —  

State

     6,524       —  
    


 

Total current provision

     4,155       —  
    


 

Deferred:

              

Federal

     9,391       7,978

State

     (4,727 )     1,327
    


 

Total deferred provision

     4,664       9,305
    


 

Income tax expense

   $ 8,819     $ 9,305
    


 

 

Reported income tax expense is reconciled to the amount computed on the basis of income before income taxes at the statutory rate as follows:

 

     First Half

In Thousands


   2005

    2004

Statutory expense

   $ 7,370     $ 7,953

State income taxes, net of federal benefit

     881       862

Impact of state tax audit and updated assessment of state income tax liability

     287        

Meals and entertainment

     350       256

Other

     (69 )     234
    


 

Income tax expense

   $ 8,819     $ 9,305
    


 

 

During the second quarter of 2005, the Company entered into a settlement agreement with a state whereby the Company agreed to reduce certain net operating loss carryforwards and to pay certain additional taxes and interest relating to prior years. The loss of state net operating loss carryforwards, net of federal tax benefit, of $4.4 million did not have an effect on the provision for income taxes due to a valuation allowance previously recorded for such deferred tax assets. Under this settlement, the Company was required to pay $5.7 million in the second quarter of 2005 and is required to pay an additional $5.0 million by April 15, 2006. The

 

16


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

15. Income Taxes

 

amounts paid and the liability remaining in excess of reserves previously recorded had the effect of increasing income tax expense by approximately $4.1 million in the second quarter of 2005. Based on analysis of current facts, the Company also made adjustments to reserves for income tax exposure in other states in the second quarter which had the effect of decreasing income tax expense by $3.8 million. The Company’s income tax reserves are subject to adjustment in future periods based on the Company’s ongoing evaluations of its income tax liabilities and new information that becomes available to the Company.

 

16. Accumulated Other Comprehensive Income (Loss)

 

The reconciliation of the components of accumulated other comprehensive income (loss) was as follows:

 

In Thousands


   Derivatives
Gain/(Loss)


    Minimum Pension
Liability Adjustment


    Total

 

Balance as of December 28, 2003

   $ (62 )   $ (23,868 )   $ (23,930 )

Change in fair market value of cash flow hedges, net of tax

     62       —         62  
    


 


 


Balance as of June 27, 2004

   $ —       $ (23,868 )   $ (23,868 )
    


 


 


Balance as of January 2, 2005 and July 3, 2005

   $ —       $ (25,803 )   $ (25,803 )
    


 


 


 

A summary of the components of accumulated other comprehensive income (loss) was as follows:

 

In Thousands


   Before-Tax
Amount


   Income Tax
Effect


    After-Tax
Amount


First half 2004

                     

Net gain (loss) on derivatives

   $ 101    $ (39 )   $ 62
    

  


 

Other comprehensive income (loss)

   $ 101    $ (39 )   $ 62
    

  


 

First half 2005

                     

Other comprehensive income (loss)

   $ —      $ —       $ —  
    

  


 

 

17


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

17. Capital Transactions

 

On May 12, 1999, the stockholders of the Company approved a restricted stock award for J. Frank Harrison, III, the Company’s Chairman of the Board of Directors and Chief Executive Officer, consisting of 200,000 shares of the Company’s Class B Common Stock. The fair value of the restricted stock award, when approved, was approximately $11.7 million based on the market price of the Common Stock on the effective date of the award. The award provides that the shares of restricted stock vest at the rate of 20,000 shares per year over a ten-year period. The vesting of each annual installment is contingent upon the Company achieving at least 80% of the overall goal achievement factor in the Company’s Annual Bonus Plan. As of July 3, 2005, the fair market value of the potentially issuable shares (80,000 shares over the next four years) under this award approximated $3.9 million. Compensation expense related to the restricted stock award was $.9 million and $1.0 million for the first half of 2005 and for the first half of 2004, respectively.

 

On March 3, 2004, the Compensation Committee of the Board of Directors determined that 20,000 shares of restricted Class B Common Stock vested and should be issued pursuant to the performance-based award discussed above to J. Frank Harrison, III, in connection with his services as Chairman of the Board of Directors and Chief Executive Officer of the Company. On February 23, 2005, the Compensation Committee determined that an additional 20,000 shares of restricted Class B Common Stock vested.

 

The increase in the number of shares outstanding in the first quarter of 2005 and the first quarter of 2004 was due to the issuance in each quarter of 20,000 shares of Class B Common Stock related to the restricted stock award.

 

18. Benefit Plans

 

Retirement benefits under the two Company-sponsored pension plans are based on the employee’s length of service, average compensation over the five consecutive years which gives the highest average compensation and the average of the Social Security taxable wage base during the 35-year period before a participant reaches Social Security retirement age. Contributions to the plans are based on the projected unit credit actuarial funding method and are limited to the amounts that are currently deductible for income tax purposes.

 

Net periodic pension cost for the indicated periods was as follows:

 

     Second Quarter

    First Half

 

In Thousands


   2005

    2004

    2005

    2004

 

Service cost

   $ 1,747     $ 1,477     $ 3,494     $ 2,954  

Interest cost

     2,529       2,266       5,058       4,532  

Expected return on plan assets

     (2,672 )     (2,327 )     (5,344 )     (4,654 )

Amortization of prior service cost

     6       5       12       10  

Recognized net actuarial loss

     1,335       1,210       2,670       2,420  
    


 


 


 


Net periodic pension cost

   $ 2,945     $ 2,631     $ 5,890     $ 5,262  
    


 


 


 


 

 

18


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

18. Benefit Plans

 

The Company contributed $6.0 million to its pension plans during the first half of 2005.

 

The Company provides postretirement benefits for a portion of its current employees. The Company recognizes the cost of postretirement benefits, which consist principally of medical benefits, during employees’ periods of active service. Qualifying active employees are eligible for coverage upon retirement until they become eligible for Medicare (normally age 65), at which time coverage under the plan will cease. The Company does not pre-fund these benefits and has the right to modify or terminate certain of these benefits in the future.

 

The components of net periodic postretirement benefit cost were as follows:

 

     Second Quarter

    First Half

 

In Thousands


   2005

    2004

    2005

    2004

 

Service cost

   $ 172     $ 137     $ 344     $ 274  

Interest cost

     781       705       1,562       1,410  

Amortization of unrecognized transitional assets

     (6 )     (6 )     (12 )     (12 )

Recognized net actuarial loss

     252       207       504       414  

Amortization of prior service cost

     (68 )     (68 )     (136 )     (136 )
    


 


 


 


Net periodic postretirement benefit cost

   $ 1,131     $ 975     $ 2,262     $ 1,950  
    


 


 


 


 

19. Related Party Transactions

 

The Company’s business consists primarily of the production, marketing and distribution of nonalcoholic beverages of The Coca-Cola Company, which is the sole owner of the secret formulas under which the primary components (either concentrate or syrup) of its soft drink products are manufactured. As of July 3, 2005, The Coca-Cola Company had a 27.3% interest in the Company’s total outstanding Common Stock and Class B Common Stock on a combined basis.

 

19


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

19. Related Party Transactions

 

The following table summarizes the significant transactions between the Company and The Coca-Cola Company:

 

     First Half

In Millions


   2005

   2004

Payments by the Company for concentrate, syrup, sweetener and other purchases

   $ 161.2    $ 147.4

Marketing funding support payments to the Company

     10.4      22.3
    

  

Payments net of marketing funding support

   $ 150.8    $ 125.1

Payments by the Company for customer marketing programs

   $ 24.5    $ 19.8

Payments by the Company for cold drink equipment parts

     2.0      1.8

Fountain delivery and equipment repair fees paid to the Company

     3.9      3.5

Presence marketing funding support provided by The Coca-Cola Company on the Company’s behalf

     3.1      2.4

Sale of finished products to The Coca-Cola Company

     12.0       

 

The Company received proceeds in the second quarter of 2005 as a result of a settlement of a class action lawsuit known as In re: High Fructose Corn Syrup Antitrust Litigation Master File No. 95-1477 in the United States District Court for the Central District of Illinois. The lawsuit related to purchases of high fructose corn syrup by several companies, including The Coca-Cola Company and its subsidiaries, The Coca-Cola Bottlers’ Association and various Coca-Cola bottlers, during the period from July 1, 1991 to June 30, 1995. The Company recognized the proceeds received of $6.4 million as a reduction of cost of sales during the second quarter. The proceeds received represent approximately 90% of the expected recovery with the estimated remaining balance to be paid in late 2005 or early 2006. However, any additional recovery is subject to Court approval. Accordingly, the Company has not recognized any amounts for possible collection of these remaining reimbursements because the ultimate outcome is not determinable.

 

Marketing funding support in the first quarter of 2004 included a favorable nonrecurring item of approximately $2 million for certain customer-related marketing programs between the Company and The Coca-Cola Company.

 

The Company has a production arrangement with Coca-Cola Enterprises Inc. (“CCE”) to buy and sell finished products at cost. Sales to CCE under this agreement were $21.5 million and $12.8 million in the first half of 2005 and the first half of 2004, respectively. Purchases from CCE under this arrangement were $9.2 million and $9.3 million in the first half of 2005 and the first half of 2004, respectively. The Coca-Cola Company has significant equity interests in the Company and CCE. As of July 3, 2005, CCE held 10.5% of the Company’s outstanding Common Stock but held no shares of the Company’s Class B Common Stock, giving CCE a 7.7% equity interest in the Company’s total outstanding Common Stock and Class B Common Stock on a combined basis.

 

20


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

19. Related Party Transactions

 

Along with all the other Coca-Cola bottlers in the United States, the Company has become a member in Coca-Cola Bottlers’ Sales and Services Company, LLC (“CCBSS”), which was formed in 2003 for the purposes of facilitating various procurement functions and distributing certain specified beverage products of The Coca-Cola Company with the intention of enhancing the efficiency and competitiveness of the Coca-Cola bottling system in the United States. CCBSS negotiated the procurement for the majority of the Company’s raw materials (excluding concentrate) in 2004 and the first half of 2005. The Company paid $.2 million to CCBSS for its share of the administrative costs of CCBSS for the first half of 2005 and the first half of 2004, respectively. CCE is also a member of CCBSS.

 

The Company provides a portion of the finished products for Piedmont at cost and receives a fee for managing the operations of Piedmont pursuant to a management agreement. The Company sold product at cost to Piedmont during the first half of 2005 and the first half of 2004 totaling $33.7 million and $37.9 million, respectively. The Company received $10.3 million and $8.7 million for management services pursuant to its management agreement with Piedmont for the first half of 2005 and the first half of 2004, respectively. The Company provides financing for Piedmont at the Company’s average cost of funds plus 0.50%. As of July 3, 2005, the Company had loaned $118.1 million to Piedmont. All amounts outstanding under this loan will become due and payable on December 31, 2005. The Company plans to provide for Piedmont’s future financing requirements under comparable terms. The Company also subleases various fleet and vending equipment to Piedmont at cost. These sublease rentals amounted to $4.3 million and $4.1 million in the first half of 2005 and the first half of 2004, respectively. In addition, Piedmont subleases various fleet and vending equipment to the Company at cost. These sublease rentals amounted to approximately $100,000 during the first half of 2005 and the first half of 2004, respectively. All significant intercompany accounts and transactions between the Company and Piedmont have been eliminated.

 

The Company is a shareholder in two cooperatives from which it purchases substantially all its requirements for plastic bottles. Net purchases from these entities were $35.2 million and $29.9 million in the first half of 2005 and the first half of 2004, respectively. In connection with its participation in one of these cooperatives, the Company has guaranteed a portion of the cooperative’s debt. Such guarantee amounted to $24.1 million as of July 3, 2005.

 

The Company is also a member of South Atlantic Canners, Inc. (“SAC”), a manufacturing cooperative. SAC sells finished products to the Company and Piedmont at cost. Purchases from SAC by the Company and Piedmont for finished products were $59.8 million and $53.0 million in the first half of 2005 and the first half of 2004, respectively. The Company also manages the operations of SAC pursuant to a management agreement. Management fees earned from SAC were $.8 million and $.9 million in the first half of 2005 and the first half of 2004, respectively. The Company has also guaranteed a portion of the debt for SAC. Such guarantee was $20.3 million as of July 3, 2005.

 

21


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

19. Related Party Transactions

 

The Company leases from Harrison Limited Partnership One (“HLP”) the Snyder Production Center and an adjacent sales facility, which is located in Charlotte, North Carolina. HLP’s sole limited partner is a trust of which J. Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, is a trustee. The principal balance outstanding under this capital lease as of July 3, 2005 was $40.0 million. Rental payments related to this lease were $1.6 million and $1.4 million in the first half of 2005 and the first half of 2004, respectively.

 

On June 1, 1993, the Company entered into a lease agreement with Beacon Investment Corporation (“Beacon”) related to the Company’s headquarters office facility. Beacon’s sole shareholder is J. Frank Harrison, III. On January 5, 1999, the Company entered into a ten-year agreement with Beacon which included the Company’s headquarters office facility and an adjacent office facility. On March 1, 2004, the Company recorded a capital lease of $32.4 million related to these facilities when the Company received a renewal option to extend the term of the lease, which it expects to exercise. The principal balance outstanding under this capital lease as of July 3, 2005 was $31.7 million. Rental payments related to this lease were $1.6 million and $1.4 million in the first half of 2005 and the first half of 2004, respectively.

 

In March 2005, the Company entered into a two-year consulting agreement with Robert D. Pettus, Jr. Mr. Pettus served as an officer of the Company in various capacities from 1984 and is currently the Vice Chairman of the Board of Directors of the Company. Mr. Pettus will receive $350,000 per year plus additional benefits as described in the consulting agreement during the term of this consulting agreement.

 

In June 2005, the Company entered into a two-year consulting agreement with David V. Singer. Mr. Singer served the Company as Executive Vice President and Chief Financial Officer until his resignation on May 11, 2005. The Company agreed to waive the 50% reduction in Mr. Singer’s accrued benefits under the Company’s Officer Retention Plan due to the termination of his employment before age 55. Under the consulting agreement, Mr. Singer agreed to certain non-compete restrictions for a five-year period following his resignation. The net adjustment to the Company’s executive benefit accruals as a result of Mr. Singer’s resignation was a $1.1 million reduction in S,D&A expenses in the second quarter of 2005.

 

22


Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

20. Earnings Per Share

 

The following table sets forth the computation of basic net income per share and diluted net income per share:

 

     Second Quarter

   First Half

In Thousands (Except Per Share Data)


   2005

   2004

   2005

   2004

Numerator:

                           

Numerator for basic net income per share and diluted net income per share

   $ 11,519    $ 10,623    $ 12,238    $ 13,418
    

  

  

  

Denominator:

                           

Denominator for basic net income per share and diluted net income per share –
weighted average common shares

     9,083      9,063      9,083      9,063
    

  

  

  

Basic net income per share

   $ 1.27    $ 1.17    $ 1.35    $ 1.48
    

  

  

  

Diluted net income per share

   $ 1.27    $ 1.17    $ 1.35    $ 1.48
    

  

  

  

 

No potentially dilutive shares were outstanding in the periods presented.

 

21. Risks and Uncertainties

 

The Company’s products are sold and distributed directly by its employees to retail stores and other outlets. During the first half of 2005, approximately 67% of the Company’s sales volume to retail customers was sold for future consumption. The remaining 33% of the Company’s sales volume to retail customers was sold for immediate consumption. The Company’s largest customers, Wal-Mart Stores, Inc. and Food Lion, LLC, accounted for approximately 14% and 9%, respectively, of the Company’s total bottle/can volume to retail customers during the first half of 2005. Wal-Mart Stores, Inc. accounted for approximately 11% of the Company’s total net sales during the first half of 2005.

 

The Company makes significant expenditures each year for aluminum cans and PET bottle containers and on fuel for product delivery. Material increases in the costs of aluminum cans, PET bottle containers or fuel may result in a reduction in earnings to the extent the Company is not able to increase its selling prices to offset increases in the costs of aluminum cans, PET bottle containers or fuel.

 

Certain liabilities of the Company are subject to risk of changes in both long-term and short-term interest rates. These liabilities include floating rate debt, leases with payments determined on floating interest rates, postretirement benefit obligations and the Company’s pension liability.

 

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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

21. Risks and Uncertainties

 

Less than 7% of the Company’s labor force is currently covered by collective bargaining agreements.

 

22. Supplemental Disclosures of Cash Flow Information

 

Changes in current assets and current liabilities affecting cash were as follows:

 

     First Half

 

In Thousands


   2005

    2004

 

Accounts receivable, trade, net

   $ (18,604 )   $ (10,265 )

Accounts receivable from The Coca-Cola Company

     1,723       13,795  

Accounts receivable, other

     (253 )     2,420  

Inventories

     (6,438 )     (7,071 )

Prepaid expenses and other current assets

     (3,293 )     (3,024 )

Accounts payable, trade

     9,877       3,440  

Accounts payable to The Coca-Cola Company

     11,062       20,167  

Other accrued liabilities

     8,628       (12,708 )

Accrued compensation

     (1,699 )     (3,462 )

Accrued interest payable

     (5,895 )     (607 )
    


 


(Increase) decrease in current assets less current liabilities

   $ (4,892 )   $ 2,685  
    


 


 

23. New Accounting Pronouncements

 

In November 2004, the Financial Accounting Standards Board (“FASB”) issued Statement No. 151, “Inventory Costs – an amendment of ARB No. 43, Chapter 4.” This Statement clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) and is effective for fiscal years beginning after June 15, 2005. The Company anticipates that the adoption of this Statement will not have a material impact on its consolidated financial statements.

 

In December 2004, the FASB issued Statement No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29.” This Statement eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges on nonmonetary assets that do not have commercial substance and is effective for fiscal periods beginning after June 15, 2005. The Company anticipates that the adoption of this Statement will not have a material impact on its consolidated financial statements.

 

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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)

 

23. New Accounting Pronouncements

 

In December 2004, the FASB issued Statement No. 123 (revised 2004), “Share-Based Payment.” This Statement is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation,” and is effective as of the beginning of the first quarter of fiscal year 2006. This Statement requires public companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. The Company anticipates that the adoption of this Statement will not have a material impact on its consolidated financial statements.

 

In October 2004, the American Jobs Creation Act of 2004 (the “Jobs Act”) was signed into law. The Jobs Act provided for a tax deduction for qualified production activities. In December 2004, the FASB issued FASB Staff Position No. FAS 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004” (“FAS 109-1”), which was effective immediately. FAS 109-1 provides guidance on the accounting for the provision within the Jobs Act that provides a tax deduction on qualified production activities. The Company estimates that the deduction for qualified production activities provided within the Jobs Act and the Company’s related adoption of FAS 109-1 will reduce the Company’s effective income tax rate by approximately 1% in 2005.

 

In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 clarifies that a conditional asset retirement obligation, as used in FASB Statement 143, “Accounting for Asset Retirement Obligations,” refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of the settlement are conditional on a future event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. FIN 47 is effective no later than fiscal years ending after December 15, 2005. The Company anticipates that the adoption of this Interpretation will not have a material impact on its consolidated financial statements.

 

In May 2005, the FASB issued Statement No. 154, “Accounting Changes and Error Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3.” This Statement requires retrospective application to prior period financial statements of a voluntary change in accounting principle unless it is impracticable and is effective for fiscal years beginning after December 15, 2005. Previously, most voluntary changes in accounting principle were recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Introduction

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“M,D&A”) should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes to consolidated financial statements. M,D&A includes the following sections:

 

    Our Business – a general description of the Company’s business and the nonalcoholic beverage industry.

 

    Areas of Emphasis – a summary of the Company’s key priorities for 2005 and the next several years.

 

    Overview of Operations and Financial Condition – a summary of key information concerning the financial results for the second quarter and first half of fiscal year 2005 and changes from the second quarter and first half of fiscal year 2004.

 

    Discussion of Critical Accounting Policies and New Accounting Pronouncements – a discussion of accounting policies that are most important to the portrayal of the Company’s financial condition and results of operations and that require critical judgments and estimates and the expected impact of new accounting pronouncements.

 

    Results of Operations – an analysis of the Company’s results of operations for the second quarter and first half of 2005 compared to the second quarter and first half of 2004.

 

    Financial Condition – an analysis of the Company’s financial condition as of the end of the second quarter of 2005 compared to fiscal year-end 2004 and the end of the second quarter of 2004.

 

    Liquidity and Capital Resources – an analysis of capital resources, cash sources and uses, investing activities, financing activities, off-balance sheet arrangements, aggregate contractual obligations and interest rate hedging.

 

    Cautionary Information Regarding Forward-Looking Statements – cautionary information about forward-looking statements and a description of certain risks and uncertainties that could cause the Company’s actual results to differ materially from the Company’s historical results or the Company’s current expectations about future periods.

 

The consolidated statements of operations and consolidated statements of cash flows for the six months ended July 3, 2005 and June 27, 2004 and the consolidated balance sheets at July 3, 2005, January 2, 2005 and June 27, 2004 include the consolidated operations of the Company and its majority owned subsidiaries including Piedmont Coca-Cola Bottling Partnership (“Piedmont”). Minority interest consists of The Coca-Cola Company’s interest in Piedmont, which was 22.7% for all periods presented.

 

Our Business

 

Coca-Cola Bottling Co. Consolidated (the “Company”) produces, markets and distributes nonalcoholic beverages, primarily products of The Coca-Cola Company, which include some of the most recognized and popular beverage brands in the world. The Company is the second largest bottler of products of The Coca-Cola Company in the United States, operating in eleven states, primarily in the Southeast. The Company also distributes several other beverage brands. The Company’s product offerings include carbonated soft drinks, bottled water, teas, juices, isotonics and energy drinks. The Company had net sales of approximately $1.3 billion in 2004.

 

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The carbonated soft drink market and the noncarbonated beverage market are highly competitive. The Company’s competitors in these markets include bottlers and distributors of nationally advertised and marketed products, regionally advertised and marketed products and private label soft drinks. In each region in which the Company operates, between 75% and 90% of carbonated soft drink sales in bottles, cans and other containers are accounted for by the Company and its principal competitors, which in each region includes the local bottler of Pepsi-Cola and, in some regions, the local bottler of Royal Crown and/or 7-Up products. During the last two years, volume of total carbonated soft drinks in the soft drink industry has been soft with volume declines in sugar carbonated beverages offset partially by volume growth from diet carbonated beverages, isotonics, bottled water and energy products. Volume in the soft drink industry has also been negatively impacted by less aggressive price promotion by some retailers in the future consumption channels.

 

The principal methods of competition in the soft drink industry are point-of-sale merchandising, new product introductions, new vending and dispensing equipment, packaging changes, pricing, price promotions, product quality, retail space management, customer service, frequency of distribution and advertising. The Company believes that it is competitive in its territories with respect to each of these methods of competition.

 

Operating results for the second quarter and first half of 2005 are not indicative of results that may be expected for the fiscal year ending January 1, 2006 because of business seasonality. Historically, business seasonality results primarily from higher unit sales of the Company’s products in the second and third quarters versus the first and fourth quarters of the fiscal year. Fixed costs, such as depreciation, amortization and interest expense, are not significantly impacted by business seasonality.

 

The Company’s bottle/can volume by product category as a percentage of total bottle/can volume was as follows:

 

     Second Quarter

    First Half

 

Product Category


   2005

    2004

    2005

    2004

 

Sugar carbonated soft drinks

   58 %   61 %   59 %   61 %

Diet carbonated soft drinks

   29 %   27 %   29 %   28 %
    

 

 

 

Total carbonated soft drinks

   87 %   88 %   88 %   89 %

Bottled water

   7 %   6 %   7 %   6 %

Isotonics

   3 %   3 %   2 %   2 %

Other noncarbonated beverages

   3 %   3 %   3 %   3 %
    

 

 

 

Total noncarbonated beverages

   13 %   12 %   12 %   11 %
    

 

 

 

Total bottle/can volume

   100 %   100 %   100 %   100 %
    

 

 

 

 

Areas of Emphasis

 

Key priorities for the Company during 2005 and over the next several years include revenue management, product innovation, distribution cost management and productivity.

 

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Revenue Management

 

Revenue management includes striking the appropriate balance between generating growth in volume, gross margin and market share. It requires a strategy which reflects consideration for pricing of brands and packages within channels, as well as highly effective working relationships with customers and disciplined fact-based decision-making. Revenue management has been and continues to be a key performance driver which has significant impact on the Company’s operating income.

 

Product Innovation

 

As volume growth of sugar carbonated soft drinks in our industry has slowed over the past several years, innovation of both brands and packages has been and will continue to be critical to the Company’s overall volume. During the first quarter of 2005, the Company introduced Coca-Cola with Lime and Full Throttle, an energy product from The Coca-Cola Company. During June 2005, the Company introduced Coca-Cola Zero, Dasani flavors, and Vault in certain markets. The Company anticipates introducing additional new products throughout 2005. The Company introduced diet Coke with Lime, a brand extension of diet Coke, and Coca-Cola C2, a mid-calorie cola, in 2004. In addition, the Company has also developed specialty packaging for customers in certain channels over the past several years.

 

Distribution Cost Management

 

Distribution cost, which represents the cost of transporting finished goods from Company locations to customer outlets, is the second largest expense category for the Company. Total distribution costs amounted to $89.6 million and $86.2 million in the first half of 2005 and the first half of 2004, respectively. Over the past several years, the Company has focused on converting its distribution system from a conventional routing system to a predictive or pre-sell system. This conversion to a pre-sell system has allowed the Company to more efficiently handle an increasing number of brands and packages. In addition, the Company has closed a number of smaller sales distribution centers reducing its fixed warehouse-related costs. Distribution cost management will continue to be a key area of emphasis for the Company for the next several years.

 

Productivity

 

To achieve improvements in operating performance over the long-term, the Company’s gross margin must grow faster than the increase in selling, delivery and administrative (“S,D&A”) expenses. A key driver in the Company’s S,D&A expense management relates to ongoing improvements in labor productivity and asset productivity. The Company continues to focus on its supply chain and distribution functions for opportunities to improve productivity.

 

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Overview of Operations and Financial Condition

 

The following overview provides a summary of key information concerning the Company’s financial results for the second quarter and first half of 2005 compared to the second quarter and first half of 2004.

 

     Second Quarter

  

Change


   

%

Change


 

In Thousands (Except Per Share Data)


   2005

   2004

    

Net sales

   $ 357,780    $ 333,711    $ 24,069     7 %

Gross margin (1)(2)

     166,552      160,685      5,867     4 %

Income from operations (1)(2)(3)

     34,183      30,305      3,878     13 %

Interest expense (4)

     12,893      10,676      2,217     21 %

Income before taxes (1)(2)(3)(4)

     19,849      17,978      1,871     10 %

Net income (1)(2)(3)(4)

     11,519      10,623      896     8 %

Basic net income per share (1)(2)(3)(4)(6)

   $ 1.27    $ 1.17    $ .10     9 %
     First Half

   Change

   

%
Change


 

In Thousands (Except Per Share Data)


   2005

   2004

    

Net sales

   $ 664,037    $ 616,438    $ 47,599     8 %

Gross margin (1)(2)(5)

     306,494      301,202      5,292     2 %

Income from operations (1)(2)(3)(5)

     47,409      45,805      1,604     4 %

Interest expense (4)

     24,391      20,984      3,407     16 %

Income before taxes (1)(2)(3)(4)(5)

     21,057      22,723      (1,666 )   (7 )%

Net income (1)(2)(3)(4)(5)

     12,238      13,418      (1,180 )   (9 )%

Basic net income per share (1)(2)(3)(4)(5)(6)

   $ 1.35    $ 1.48    $ (.13 )   (9 )%

 

(1) Results for the second quarter and first half of 2005 included a favorable adjustment of $6.4 million (pre-tax) related to the settlement of high fructose corn syrup litigation, which was reflected as a reduction in cost of sales.
(2) Results for the second quarter and first half of 2004 included a one-time unfavorable non-cash adjustment of $1.7 million (pre-tax) related to a change in the pricing of concentrate purchased from The Coca-Cola Company, which was reflected as an increase to cost of sales.
(3) Results for the second quarter and first half of 2005 included a favorable adjustment of $1.1 million (pre-tax) related to an adjustment of amounts accrued for certain executive benefit plans upon the resignation of an executive.
(4) Interest expense for the second quarter and first half of 2005 included financing transaction costs of $1.3 million (pre-tax) related to the exchange of $164.8 million of the Company’s long-term debt.
(5) Results in the first half of 2004 included a favorable adjustment of approximately $2 million (pre-tax) for certain customer-related marketing programs between the Company and The Coca-Cola Company, which was reflected as a reduction in cost of sales.
(6) The Company does not currently have any stock options or other common stock equivalents that would result in dilution of earnings per share. Accordingly, for the periods presented, basic and fully diluted earnings per share are equivalent.

 

The Company’s net sales grew approximately 7% and 8% from the second quarter and first half of 2004 to the comparable periods in 2005, respectively. The net sales increase in the second quarter was primarily due to an increase in average revenue per case of approximately 2%, an increase in bottle/can volume of approximately

 

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1.5% and an increase in contract sales to other bottlers of approximately $14 million. Average revenue per case increased by approximately 2%, bottle/can volume increased by approximately 1.8% and contract sales to other bottlers increased by approximately $26 million for the first half of 2005 compared to the first half of 2004. The Company anticipates that growth in overall bottle/can volume will be primarily dependent upon continued growth in diet products, isotonics and bottled water as well as the introduction of new products.

 

Gross margin improved in the second quarter and first half of 2005 compared to the second quarter and first half of 2004 due, in part, to the receipt of $6.4 million from the settlement of a class action lawsuit known as In re: High Fructose Corn Syrup Antitrust Litigation Master File No. 95-1477 in the United States District Court for the Central District of Illinois. The lawsuit related to purchases of high fructose corn syrup by several companies, including The Coca-Cola Company and its subsidiaries, The Coca-Cola Bottler’s Association and various Coca-Cola bottlers, during the period from July 1, 1991 to June 30, 1995. The Company recognized the proceeds received as a reduction of cost of sales during the second quarter. The proceeds received represent approximately 90% of the expected recovery with the estimated remaining balance to be received in late 2005 or early 2006. However, any additional recovery is subject to Court approval. Accordingly, the Company has not recognized any amounts for possible collection of these remaining reimbursements because the ultimate outcome is not determinable. Despite the proceeds received from the high fructose corn syrup litigation, the Company’s gross margin as a percentage of net sales declined in both the second quarter and first half of 2005 compared to the same periods in 2004.

 

Interest expense increased $2.2 million and $3.4 million from the second quarter and first half of 2004 compared to the second quarter and first half of 2005, respectively. The increase in interest expense is attributable to financing transaction costs of $1.3 million in the second quarter of 2005 related to the exchange of $164.8 million of the Company’s long-term debentures and higher interest rates on the Company’s floating rate debt, partially offset by the impact of lower debt balances.

 

Debt and capital lease obligations were summarized as follows:

 

In Thousands


   July 3,
2005


   Jan. 2,
2005


   June 27,
2004


Debt

   $ 702,939    $ 708,039    $ 744,478

Capital lease obligations

     80,130      81,028      81,945
    

  

  

Total debt and capital lease obligations

   $ 783,069    $ 789,067    $ 826,423
    

  

  

 

Discussion of Critical Accounting Policies and New Accounting Pronouncements

 

Critical Accounting Policies

 

In the ordinary course of business, the Company has made a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. The Company included in its Annual Report on Form 10-K for the year ended January 2, 2005 a discussion of the

 

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Company’s most critical accounting policies, which are those that are most important to the portrayal of the Company’s financial condition and results of operations and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

 

The Company has not made changes in any critical accounting policies during the second quarter of 2005. Any changes in critical accounting policies are discussed with the Audit Committee of the Board of Directors of the Company during the quarter in which a change is made.

 

New Accounting Pronouncements

 

In November 2004, the Financial Accounting Standards Board (“FASB”) issued Statement No. 151, “Inventory Costs – an amendment of ARB No. 43, Chapter 4.” This Statement clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) and is effective for fiscal years beginning after June 15, 2005. The Company anticipates that the adoption of this Statement will not have a material impact on its consolidated financial statements.

 

In December 2004, the FASB issued Statement No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29.” This Statement eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges on nonmonetary assets that do not have commercial substance and is effective for fiscal periods beginning after June 15, 2005. The Company anticipates that the adoption of this Statement will not have a material impact on its consolidated financial statements.

 

In December 2004, the FASB issued Statement No. 123 (revised 2004), “Share-Based Payment.” This Statement is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation,” and is effective as of the beginning of the first quarter of fiscal year 2006. This Statement requires public companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. The Company anticipates that the adoption of this Statement will not have a material impact on its consolidated financial statements.

 

In October 2004, the American Jobs Creation Act of 2004 (the “Jobs Act”) was signed into law. The Jobs Act provided for a tax deduction for qualified production activities. In December 2004, the FASB issued FASB Staff Position No. FAS 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004” (“FAS 109-1”), which was effective immediately. FAS 109-1 provides guidance on the accounting for the provision within the Jobs Act that provides a tax deduction on qualified production activities. The Company estimates that the deduction for qualified production activities provided within the Jobs Act and the Company’s related adoption of FAS 109-1 will reduce the Company’s effective income tax rate by approximately 1% in 2005.

 

In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”). FIN 47 clarifies that a conditional asset retirement obligation, as used in FASB Statement 143, “Accounting for Asset Retirement Obligations,” refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of the settlement are conditional on a future

 

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event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. FIN 47 is effective no later than fiscal years ending after December 15, 2005. The Company anticipates that the adoption of this Interpretation will not have a material impact on its consolidated financial statements.

 

In May 2005, the FASB issued Statement No. 154, “Accounting Changes and Error Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3.” This Statement requires retrospective application to prior period financial statements of a voluntary change in accounting principle unless it is impracticable and is effective for fiscal years beginning after December 15, 2005. Previously, most voluntary changes in accounting principle were recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle.

 

Results of Operations

 

Second Quarter 2005 Compared to Second Quarter 2004 and First Half 2005 Compared to First Half 2004

 

Net Income

 

The Company reported net income of $11.5 million or $1.27 per basic share for the second quarter of 2005 compared with net income of $10.6 million or $1.17 per basic share for the second quarter of 2004. Net income for the first half of 2005 was $12.2 million or $1.35 per basic share compared to $13.4 million or $1.48 per basic share in the first half of 2004. Results in all periods presented include infrequent or nonrecurring items (pre-tax) as follows:

 

    The second quarter and first half of 2005 results included a favorable adjustment to cost of sales of $6.4 million related to the settlement of litigation regarding purchases of high fructose corn syrup, which was reflected as a reduction in cost of sales.

 

    The second quarter and first half of 2005 included a favorable adjustment of $1.1 million related to an adjustment of amounts accrued for executive benefit plans due to the resignation of an executive, which was reflected as a reduction to S,D&A expenses.

 

    The second quarter and first half of 2005 included financing transaction costs of $1.3 million related to the exchange of $164.8 million of the Company’s long-term debt, which was reflected as an increase to interest expense.

 

    Results in the first half of 2004 included a favorable adjustment of approximately $2 million for certain customer-related marketing programs between the Company and The Coca-Cola Company, which was reflected as a reduction in cost of sales.

 

    Results for the second quarter and first half of 2004 included an unfavorable non-cash adjustment of $1.7 million related to a change in the pricing of concentrate purchased from The Coca-Cola Company, which was reflected as an increase to cost of sales.

 

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Net Sales

 

Net sales in the second quarter and first half of 2005 increased by approximately 7% and 8%, respectively, primarily due to increases in average revenue per case of approximately 2% for each period, increases in bottle/can volume of approximately 1.5% and approximately 1.8% for the second quarter and first half of 2005, respectively, and increased contract sales to other Coca-Cola bottlers.

 

The Company’s contract net sales increased to $34.8 million in the second quarter of 2005 compared to $20.4 million for the comparable period in 2004, an increase of $14.4 million or 71%. Contract sales for the first half of 2005 were $61.9 million compared to $36.0 million in the first half of 2004, an increase of $25.9 million or 72%. The significant increase in contract sales resulted from volume related to new customers and shipments of Full Throttle, the new energy product of The Coca-Cola Company. The Company produces this product for Coca-Cola bottlers in the eastern half of the United States.

 

The percentage increases (decreases) in bottle/can volume by product category in the second quarter and first half of 2005 compared to the second quarter and first half of 2004 were as follows:

 

     Bottle/Can Volume
% Increase (Decrease)


Product category


   Second Quarter

   First Half

Sugar carbonated soft drinks

   (4)%    (2)%

Diet carbonated soft drinks

      8%      5%

Total carbonated soft drinks

   (1)%      0%

Bottled water

    18%    12%

Isotonics

    17%    19%

Other noncarbonated beverages (including energy drinks)

      9%    12%

Total noncarbonated beverages

    15%    13%

Total bottle/can volume

   1.5%    1.8%

 

The Company’s noncarbonated beverage portfolio continues to provide strong volume growth with Dasani growing at 11.6% and PowerAde growing at 19.3% and with the newly introduced energy drinks Full Throttle and Rockstar accounting for .5% of total volume in the first half of 2005. The Company has encountered significant pricing pressure in the supermarket channel for bottled water with average revenue per case declining by approximately 8% from the first half of 2005 compared to the first half of 2004.

 

The Company introduced several new products during the second quarter of 2005, including Coca-Cola Zero, Dasani flavors, and Vault in certain markets. During the first quarter of 2005, the Company introduced Coca-Cola with Lime and Full Throttle, an energy product. Product innovation will continue to be an important factor impacting the Company’s overall bottle/can volume in the future.

 

The Company’s products are sold and distributed through various channels. The channels include selling directly to retail stores and other outlets such as food markets, institutional accounts and vending machine outlets. During the first half of 2005, approximately 67% of the Company’s bottle/can volume was sold for future consumption. The remaining bottle/can volume of approximately 33% was sold for immediate consumption. The Company’s largest customer (Wal-Mart Stores, Inc.) accounted for approximately 14% of the Company’s total bottle/can volume during the first half of 2005. The Company’s second largest customer (Food Lion, LLC) accounted for approximately 9% of the Company’s total bottle/can volume during the first half of 2005. Wal-Mart Stores, Inc. accounted for approximately 11% of the Company’s total net sales during the first half of 2005. All of the Company’s sales are to customers in the United States.

 

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Gross Margin

 

Gross margins for the second quarter and first half of 2005 and the second quarter and first half of 2004 were impacted by adjustments for items that are not necessarily indicative of the Company’s ongoing results. Excluding these adjustments, the Company’s gross margins and gross margins as a percentage of net sales would have been as follows:

 

     Second Quarter

    First Half

 

In Millions


   2005

    2004

    2005

    2004

 

Gross margin as reported

   $ 166.6     $ 160.7     $ 306.5     $ 301.2  

Adjustments:

                                

High fructose corn syrup litigation proceeds

     (6.4 )             (6.4 )        

Change in concentrate pricing

             1.7               1.7  

Customer marketing programs adjustment

                             (2.0 )
    


 


 


 


Gross margin as adjusted

   $ 160.2     $ 162.4     $ 300.1     $ 300.9  
    


 


 


 


     Second Quarter

    First Half

 

Percentage of Net Sales


   2005

    2004

    2005

    2004

 

Gross margin percentage as reported

     46.6 %     48.2 %     46.2 %     48.9 %

Adjustments:

                                

High fructose corn syrup litigation proceeds

     (1.8 )%             (1.0 )%        

Change in concentrate pricing

             .5 %             .3 %

Customer marketing programs adjustment

                             (.4 )%
    


 


 


 


Gross margin percentage as adjusted

     44.8 %     48.7 %     45.2 %     48.8 %
    


 


 


 


 

The non-GAAP financial measures “Gross margin as adjusted” and “Gross margin percentage as adjusted” are provided to allow investors to more clearly evaluate gross margin trends. The measures exclude the impact of high fructose corn syrup litigation proceeds in 2005, and a change in concentrate pricing and an adjustment of customer marketing programs reimbursements in 2004. The decrease in gross margin as a percentage of net sales as adjusted in both the second quarter and first half of 2005 resulted primarily from increases in the Company’s packaging costs, which were not fully offset by increases in average revenue per case, and the impact of higher contract sales, which have lower margins.

 

The Company’s gross margins as a percentage of sales may not be comparable to other companies, since some entities include all costs related to their distribution network in cost of sales and the Company excludes a portion of these costs from gross margin, including them instead in S,D&A expenses.

 

Cost of Sales

 

Cost of sales on a per unit basis for bottle/can volume increased approximately 2% in the second quarter and approximately 5% for the first half of 2005 compared to the comparable periods of 2004. The increase in cost of sales was mitigated by the $6.4 million settlement of litigation regarding purchases of high fructose corn syrup which offset higher raw material costs. During the second quarter of 2004, The Coca-Cola Company changed its method of concentrate pricing, resulting in a change in the Company’s investment in inventories, resulting in a one-time increase in cost of sales of $1.7 million.

 

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Packaging costs increased by approximately 10% during both the second quarter and first half of 2005 as compared to the same periods in 2004. The Company did not increase net selling prices in the first half of 2005 to fully cover all of its cost increases. The Company believes the long-term benefits of its current net selling prices outweigh the short-term impact on gross margins. The Company anticipates that packaging costs will increase at a slower rate in the second half of 2005 versus the rate of increase in the first half of 2005.

 

The Company relies extensively on advertising and sales promotion in the marketing of its products. The Coca-Cola Company and other beverage companies that supply concentrates, syrups and finished products to the Company make substantial marketing and advertising expenditures to promote sales in the local territories served by the Company. The Company also benefits from national advertising programs conducted by The Coca-Cola Company and other beverage companies. Certain of the marketing expenditures by The Coca-Cola Company and other beverage companies are made pursuant to annual arrangements. Although The Coca-Cola Company has advised the Company that it intends to provide marketing funding support in 2005, it is not obligated to do so under the Company’s Bottle Contracts. Significant decreases in marketing funding support from The Coca-Cola Company or other beverage companies could adversely impact operating results of the Company in the future.

 

Total marketing funding support from The Coca-Cola Company and other beverage companies, which includes direct payments to the Company and payments to customers for marketing programs, was $15.1 million for the first half of 2005 versus $26.1 million for the first half of 2004 and was recorded as a reduction in cost of sales. Since May 28, 2004, The Coca-Cola Company has provided the majority of the Company’s marketing funding support for bottle/can products as a reduction in the price of concentrate. The change in concentrate price represents a significant portion of the marketing funding support that previously would have been paid to the Company in cash related to the sale of bottle/can products of The Coca-Cola Company. Accordingly, the amounts received in cash from The Coca-Cola Company for marketing funding support decreased significantly in the first half of 2005 as compared to the first half of 2004. However, this change in marketing funding support and the related reduction in concentrate price did not have a significant impact on overall results of operations in the first half of 2005.

 

Cost of sales includes the following: raw material costs, manufacturing labor, manufacturing overhead, inbound freight charges related to raw materials, receiving costs, inspection costs, manufacturing warehousing costs and freight charges related to the movement of finished goods from manufacturing locations to sales distribution centers.

 

S,D&A Expenses

 

S,D&A expenses increased by approximately 3% in both the second quarter and first half of 2005 compared to the same periods in 2004. The increase in S,D&A expenses was primarily due to wage increases for the Company’s employees, higher employee benefits costs including pension costs and higher fuel costs. The increase in S,D&A costs in 2005 was mitigated by the reduction of an accrual for executive benefit plans of $1.1 million due to the resignation of an executive of the Company in the second quarter of 2005. The Company continues to incur increased fuel costs. Fuel costs for the second quarter of 2005 related to the movement of finished goods from sales distribution centers to customer locations increased by approximately 28% or $.8 million compared to the second quarter of 2004. Fuel costs for the first half of 2005 increased by approximately 28% or $1.5 million compared to the first half of 2004.

 

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Over the last three years, the Company has converted the majority of its distribution system from a conventional sales method to a pre-sell method in which sales personnel either visit or call a customer to determine the customer’s requirements for their order. This pre-sell method has enabled the Company to add a significant number of new product and package combinations and provides the capacity to add additional product offerings in the future. The Company will continue to evaluate its distribution system in an effort to improve the process of distributing products to customers. Shipping and handling costs related to the movement of finished goods from manufacturing locations to sales distribution centers are included in cost of sales. Shipping and handling costs related to the movement of finished goods from sales distribution centers to customer locations are included in S,D&A expenses and totaled $89.6 million and $86.2 million in the first half of 2005 and the first half of 2004, respectively. Customers do not pay the Company separately for shipping and handling costs.

 

The S,D&A expense line item includes the following: sales management labor costs, distribution costs from sales distribution centers to customer locations, sales distribution center warehouse costs, point-of-sale expenses, advertising expenses, vending equipment repair costs and administrative support labor and operating costs such as treasury, legal, information services, accounting, internal audit and executive management costs.

 

Depreciation Expense

 

Depreciation expense for the second quarter and first half of 2005 declined by $.7 million and $1.1 million compared to the same periods in the prior year. The decline in depreciation expense was primarily due to lower levels of capital spending over the past few years.

 

Interest Expense

 

Interest expense increased $2.2 million and $3.4 million from the second quarter and first half of 2004 compared to the second quarter and first half of 2005, respectively. The increase is attributable to financing transaction costs of $1.3 million in the second quarter of 2005 related to the exchange of $164.8 million of the Company’s long-term debentures and higher interest rates on the Company’s floating rate debt, partially offset by the impact of lower debt balances.

 

Minority Interest

 

The Company recorded minority interest expense of $2.0 million during the first half of 2005 compared to $2.1 million during the first half of 2004 related to the portion of Piedmont owned by The Coca-Cola Company.

 

Income Taxes

 

The Company’s effective income tax rate for the first half of 2005 was 41.9% compared to 40.9% for the first half of 2004. The Company estimates that the adoption of FAS 109-1 will reduce the Company’s effective income tax rate by approximately 1%.

 

During the second quarter of 2005, the Company entered into a settlement agreement with a state whereby the Company agreed to reduce certain net operating loss carryforwards and to pay certain additional taxes and interest relating to prior years. The loss of state net operating loss carryforwards, net of federal tax benefit, of $4.4 million did not have an effect on the provision for income taxes due to a valuation allowance previously

 

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recorded for such deferred tax assets. Under this settlement, the Company was required to pay state income taxes of $5.7 million in the second quarter of 2005 and is required to pay an additional $5.0 million by April 15, 2006. The amounts paid and the liability remaining in excess of reserves previously recorded had the effect of increasing income tax expense by approximately $4.1 million in the second quarter of 2005. Based on analysis of current facts, the Company also made adjustments to reserves for income tax exposure in other states in the second quarter which had the effect of decreasing income tax expense by $3.8 million. The Company’s income tax reserves are subject to adjustment in future periods based on the Company’s ongoing evaluations of its income tax liabilities and new information that becomes available to the Company.

 

The Company’s effective tax rate for the first half of 2005 reflects expected full year 2005 earnings. The Company’s effective income tax rate for the remainder of 2005 is dependent upon operating results and may change if the results for the year are different from current expectations.

 

Financial Condition

 

Total assets increased slightly from $1.31 billion at January 2, 2005 to $1.33 billion at July 3, 2005 primarily due to increases in accounts receivable, inventories and other assets partially offset by a decrease in property, plant and equipment, net. Other assets increased by $15.0 million from January 2, 2005 to July 3, 2005 primarily as a result of the premium paid in conjunction with the debt exchange. Property, plant and equipment, net decreased primarily due to lower levels of capital spending over the last few years.

 

Net working capital, defined as current assets less current liabilities, increased by $16.9 million from January 2, 2005 to July 3, 2005 and decreased by $6.4 million from June 27, 2004 to July 3, 2005.

 

Significant changes in net working capital from January 2, 2005 to July 3, 2005 were as follows:

 

    An increase in inventories of $6.4 million due to seasonality and the introduction of new products.

 

    An increase in accounts receivable, trade of $18.6 million due to seasonality, growth in bottle/can volume and a significant increase in contract sales to other Coca-Cola bottlers.

 

    An increase in accounts payable, trade of $9.9 million primarily due to seasonality and growth in bottle/can volume.

 

    An increase in accounts payable to The Coca-Cola Company of $11.1 million, due primarily to the timing of payments.

 

Significant changes in net working capital from June 27, 2004 to July 3, 2005 were as follows:

 

    An increase in accounts receivable, trade of $8.2 million due to a significant increase in contract sales to other Coca-Cola bottlers and growth in bottle/can volume.

 

    A decrease in the cash surrender value of life insurance of $20.2 million due to the receipt of funds from the redemption of certain Company-owned life insurance policies.

 

Debt and capital lease obligations were $783.1 million as of July 3, 2005 compared to $789.1 million as of January 2, 2005 and $826.4 million as of June 27, 2004. Debt and capital lease obligations as of July 3, 2005 included $80.1 million of capital lease obligations related primarily to Company facilities.

 

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Liquidity and Capital Resources

 

Capital Resources

 

Sources of capital for the Company include cash flows from operating activities, bank borrowings, issuance of public or private debt and the issuance of equity securities. Management believes that the Company, through these sources, has sufficient financial resources available to maintain its current operations and provide for its current capital expenditure and working capital requirements, scheduled debt payments, interest and income tax payments and dividends for stockholders. The amount and frequency of future dividends will be determined by the Company’s Board of Directors in light of the earnings and financial condition of the Company at such time, and no assurance can be given that dividends will be declared in the future.

 

The Company primarily uses cash flows from operations and available debt facilities to meet its cash requirements. On April 7, 2005, the Company entered into a new $100 million revolving credit facility replacing its existing $125 million facility. The new $100 million facility matures in April 2010. The Company anticipates that cash provided by operating activities and its credit facilities will be sufficient to meet all of its anticipated cash requirements, including debt and capital lease maturities, through 2008.

 

In June 2005, the Company exchanged $122.2 million of its outstanding 6.375% debentures due 2009 and $42.6 million of its outstanding 7.20% debentures due 2009 for $164.8 million of new 5.00% senior notes due 2016. The exchange was conducted as a private placement to holders of the existing debentures that were “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act of 1933. As part of the exchange, the Company paid a premium of $15.6 million to holders participating in the exchange. The Company intends to commence a registered exchange offer during the second half of 2005 to provide holders of the newly issued private notes with the opportunity to exchange their private notes for substantially identical registered notes. The transaction has been accounted for as an exchange of debt and the $15.6 million premium will be amortized over the life of the new notes. The Company incurred financing transaction costs related to the exchange of $1.3 million which have been included in interest expense during the second quarter of 2005. The exchange of debt will reduce the Company’s interest costs prospectively and lengthens maturities on portions of the Company’s debt, reducing refinancing requirements in the near-term.

 

The Company has obtained the majority of its long-term financing from public markets. As of July 3, 2005, $535.2 million of the Company’s total outstanding debt balance of $702.9 million was financed through publicly offered debt. An additional $164.8 million has been financed through the private offering of Company notes, all or substantially all of which the Company anticipates will be exchanged for substantially identical public notes during the second half of 2005. The remainder of the Company’s debt is provided by several financial institutions. The Company mitigates its financing risk by using multiple financial institutions and carefully evaluating the credit worthiness of these institutions. The Company enters into credit arrangements only with institutions with investment grade credit ratings. The Company monitors counterparty credit ratings on an ongoing basis. The Company’s interest rate derivative contracts are with several different financial institutions to minimize the concentration of credit risk. The Company has master agreements with the counterparties to its derivative financial agreements that provide for net settlement of derivative transactions.

 

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Cash Sources and Uses

 

The primary source of cash for the Company has been cash provided by operating activities. The primary uses of cash have been for capital expenditures, the repayment of debt maturities and capital lease obligations, premium on the debt exchange and dividends.

 

A summary of activity for the first half of 2005 and the first half of 2004 follows:

 

     First Half

 

In Millions


   2005

   2004

 

Cash Sources

               

Cash provided by operating activities

   $ 38.7    $ 71.3  

Proceeds from redemption of life insurance policies

            7.9  

Other

     3.6      1.6  
    

  


Total cash sources

   $ 42.3    $ 80.8  
    

  


Cash Uses

               

Capital expenditures

   $ 14.9    $ 25.9  

Repayment of debt and capital lease obligations

     6.0      59.2  

Premium on debt exchange

     15.6         

Dividends

     4.5      4.5  

Other

            .2  
    

  


Total cash uses

   $ 41.0    $ 89.8  
    

  


Increase (decrease) in cash

   $ 1.3    $ (9.0 )
    

  


 

The Company made contributions to its pension plans of $6.0 million during the first half of 2005. The Company anticipates making total contributions to its pension plans of approximately $9 million to $12 million in 2005.

 

Based on current projections, which include a number of assumptions such as the Company’s pre-tax earnings, the Company anticipates its cash payments for income taxes will increase from approximately $6 million to $9 million in 2005 to an estimated $12 million to $15 million in 2006.

 

Investing Activities

 

Additions to property, plant and equipment during the first half of 2005 were $14.9 million compared to $25.9 million during the first half of 2004. Capital expenditures during the first half of 2005 were funded with cash flows from operations and from borrowings under the Company’s available lines of credit. Leasing is used for certain capital additions when considered cost effective relative to other sources of capital. The Company currently leases its corporate headquarters, two production facilities and several sales distribution facilities and administrative facilities.

 

At the end of the second quarter of 2005, the Company had no material commitments for the purchase of capital assets other than those related to normal replacement of equipment. The Company considers the acquisition of bottling territories on an ongoing basis. The Company anticipates that additions to property, plant and

 

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equipment in 2005 will be in the range of $40 million to $50 million and plans to fund such additions through cash flows from operations and its available lines of credit. Additions to property, plant and equipment during 2004 were $52.9 million.

 

Financing Activities

 

In June 2005, the Company exchanged $122.2 million of its outstanding 6.375% debentures due 2009 and $42.6 million of its outstanding 7.20% debentures due 2009 for $164.8 million of new 5.00% senior notes due 2016. As a result of the debt exchange, the Company reduced its near-term refinancing requirements by extending the maturity dates on a portion of its total debt.

 

On April 7, 2005, the Company entered into a new five-year $100 million revolving credit facility replacing the existing $125 million facility which was scheduled to expire in December 2005. On July 3, 2005, there were no amounts outstanding under the new facility. The new $100 million facility matures in April 2010. The new facility includes an option to extend the term for an additional year at the discretion of the participating banks. The new revolving credit facility bears interest at a floating base rate or a floating rate of LIBOR plus an interest rate spread of .375%. In addition, there is a facility fee of .125% required for this revolving credit facility. Both the interest rate spread and the facility fee are determined from a commonly used pricing grid based on the Company’s long-term senior unsecured noncredit-enhanced debt rating. The Company’s new revolving credit facility contains two financial covenants related to ratio requirements for interest coverage, and long-term debt to cash flow, as defined in the credit agreement. These covenants do not currently, and the Company does not anticipate that they will, restrict its liquidity or capital resources.

 

The Company borrows periodically under its available lines of credit. These lines of credit, in the aggregate amount of $60 million at July 3, 2005, are made available at the discretion of the two participating banks at rates negotiated at the time of borrowing and may be withdrawn at any time by such banks. The Company can utilize its revolving credit facility in the event the lines of credit are not available. The Company had borrowed $2.9 million under its lines of credit as of July 3, 2005. The lines of credit as of July 3, 2005 bore an interest rate of 3.83%. To the extent that borrowings under the lines of credit and the revolving credit facility do not exceed the amount available under the Company’s revolving credit facility, and the term of the revolving credit facility matures in more than 12 months, such borrowings are classified as noncurrent liabilities.

 

All of the outstanding long-term debt has been issued by the Company with none having been issued by any of the Company’s subsidiaries. There are no guarantees of the Company’s debt.

 

At July 3, 2005, the Company’s credit ratings were as follows:

 

     Long-Term Debt

Standard & Poor’s

   BBB

Moody’s

   Baa2

 

The Company’s credit ratings are reviewed periodically by the respective rating agencies. Changes in the Company’s operating results or financial position could result in changes in the Company’s credit ratings. Lower credit ratings could result in higher borrowing costs for the Company. There were no changes in these credit ratings from the prior year. It is the Company’s intent to continue to reduce its financial leverage over time.

 

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The Company’s public and privately placed debt securities are not subject to financial covenants but do limit the incurrence of certain liens and encumbrances as well as indebtedness by the Company’s subsidiaries in excess of certain amounts.

 

The Company issued 20,000 shares of Class B Common Stock to J. Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer, with respect to 2004, effective January 3, 2005, under a restricted stock award plan that provides for annual awards of such shares subject to the Company meeting certain performance criteria.

 

Off-Balance Sheet Arrangements

 

There has been no significant change in the Company’s off-balance sheet arrangements since January 2, 2005.

 

Aggregate Contractual Obligations

 

The following table summarizes the Company’s contractual obligations as of July 3, 2005:

 

     Payments Due by Period

In Thousands


   Total

  

July 2005-

June 2006


  

July 2006-

June 2008


  

July 2008-

June 2010


  

After

June 2010


Contractual obligations:

                                  

Long-term debt

   $ 702,939    $ 39    $ 100,000    $ 188,143    $ 414,757

Capital lease obligations, net of interest

     80,130      1,794      3,252      3,661      71,423

Purchase obligations (1)

     665,585      74,645      149,290      149,290      292,360

Other long-term liabilities (2)

     71,273      4,895      9,930      9,547      46,901

Operating leases

     20,027      2,649      3,802      3,107      10,469

Long-term contractual arrangements (3)

     32,942      8,049      11,967      8,091      4,835

Purchase orders (4)

     19,064      19,064                     
    

  

  

  

  

Total contractual obligations

   $ 1,591,960    $ 111,135    $ 278,241    $ 361,839    $ 840,745
    

  

  

  

  

(1) Represents the obligation by the Company to purchase finished products from South Atlantic Canners, a manufacturing cooperative.
(2) Includes obligations under executive benefit plans, non-compete liabilities and other long-term liabilities.
(3) Includes contractual arrangements with certain prestige properties, athletic venues and other locations, and other long-term marketing commitments.
(4) Includes commitments in which a written purchase order has been issued to a vendor but the goods have not been received or the services have not been performed.

 

The Company is a member of Southeastern Container, a plastic bottle manufacturing cooperative, from which the Company is obligated to purchase at least 80% of its requirements of plastic bottles for certain designated territories. Such obligation is not included in the Company’s table of aggregate contractual obligations since there are no minimum purchase requirements.

 

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Interest Rate Hedging

 

The Company periodically uses interest rate hedging products to modify risk from interest rate fluctuations. The Company has historically altered its fixed/floating rate mix based upon anticipated cash flows from operations relative to the Company’s debt level and the potential impact of changes in interest rates on the Company’s overall financial condition. Sensitivity analyses are performed to review the impact on the Company’s financial position and coverage of various interest rate movements. The Company does not use derivative financial instruments for trading purposes nor does it use leveraged financial instruments.

 

The Company currently has six interest rate swap agreements. These interest rate swap agreements effectively converted $250 million of the Company’s debt from a fixed rate to a floating rate and are accounted for as fair value hedges.

 

Interest expense was reduced due to amortization of deferred gains on previously terminated interest rate swap agreements and forward interest rate agreements by $.8 million and $1.2 million during the first half of 2005 and the first half of 2004, respectively.

 

The weighted average interest rate of the Company’s debt and capital lease obligations after taking into account all of the interest rate hedging activities was 5.8% as of July 3, 2005 compared to 5.6% as of January 2, 2005 and 5.1% as of June 27, 2004. Approximately 42% of the Company’s debt and capital lease obligations of $783.1 million as of July 3, 2005 was maintained on a floating rate basis and was subject to changes in short-term interest rates.

 

If interest rates increased by 1%, the Company’s interest expense would increase by approximately $3.3 million over the next twelve months. This amount is determined by calculating the effect of a hypothetical interest rate increase of 1% on outstanding floating rate debt and capital lease obligations as of July 3, 2005, including the effects of our derivative financial instruments. This calculated, hypothetical increase in interest expense for the following twelve months may be different from the actual increase in interest expense from a 1% increase in interest rates due to varying interest rate reset dates on the Company’s floating rate debt and derivative financial instruments.

 

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CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q, as well as information included in future filings by the Company with the Securities and Exchange Commission and information contained in written material, press releases and oral statements issued by or on behalf of the Company, contains, or may contain, forward-looking management comments and other statements that reflect management’s current outlook for future periods. These statements include, among others, statements relating to:

 

    increases in pension expense;

 

    anticipated return on pension plan investments;

 

    the Company’s ability to utilize net operating loss carryforwards;

 

    the Company’s belief that other parties to certain contractual arrangements will perform their obligations;

 

    potential marketing funding support from The Coca-Cola Company and other beverage companies;

 

    the Company’s belief that the risk of loss with respect to funds deposited with banks is minimal;

 

    anticipated additions to property, plant and equipment;

 

    expectations regarding cash requirements for future income tax payments;

 

    the Company’s belief that disposition of certain claims and legal proceedings will not have a material adverse effect on its financial condition, cash flows or results of operations;

 

    management’s belief that the Company has adequately provided for any ultimate amounts that are likely to result from tax audits;

 

    the Company’s expectation of exercising its option to extend certain lease obligations;

 

    the Company’s expectations regarding the exchange of new public notes for existing privately placed notes;

 

    the effects of the closings of sales distribution centers;

 

    the Company’s intention to continue to evaluate its distribution system in an effort to optimize the process of distributing products;

 

    the upgrade of its ERP software system;

 

    management’s belief that the Company has sufficient financial resources to maintain current operations and provide for its current capital expenditure and working capital requirements, scheduled debt payments, interest and income tax payments and dividends for stockholders;

 

    the Company’s intention to reduce its financial leverage over time;

 

    the Company’s belief that the cooperatives whose debt and lease obligations the Company guarantees have sufficient assets and the ability to adjust selling prices of their products to adequately mitigate the risk of material loss and that the cooperatives will perform their obligations under their debt and lease agreements;

 

    the Company’s ability to issue $300 million of securities under acceptable terms under its shelf registration statement;

 

    the Company’s belief that certain franchise rights are perpetual or will be renewed upon expiration;

 

    the Company’s intention to provide for Piedmont’s future financing requirements;

 

    the Company’s key priorities for 2005 and the next several years;

 

    the Company’s belief that its liquidity or capital resources will not be restricted by certain financial covenants in the Company’s credit agreements;

 

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    the Company’s hypothetical calculation of the impact of a 1% increase in interest rates for the first half of 2005;

 

    the Company’s belief that cash provided by operating activities and its credit facilities will be sufficient to meet all of its anticipated cash requirements, including debt and capital lease maturities, through 2008;

 

    the Company’s hypothetical calculation of the impact of a 1% increase in interest rates on outstanding floating rate debt and capital lease obligations for the next twelve months as of July 3, 2005;

 

    the Company’s beliefs regarding higher raw material packaging costs over the remainder of 2005 compared to the same period in 2004;

 

    the Company’s belief that increases in raw material packaging costs will occur at a slower rate in the second half of 2005;

 

    the Company’s belief that the long-term benefits of its current selling prices outweigh the short-term impact on gross margin;

 

    anticipated contributions to Company-sponsored pension plans of approximately $9 million to $12 million in 2005;

 

    the Company’s belief that compliance with environmental laws will not have a material adverse effect on its capital expenditures, earnings or competitive position;

 

    the Company’s belief that soft demand for sugar carbonated soft drinks will continue;

 

    the Company’s belief that the impact of the American Jobs Creation Act of 2004 and the related adoption of FAS 109-1 will reduce the Company’s effective income tax rate in 2005 by approximately 1%;

 

    the Company’s beliefs and estimates regarding the impact of the adoption of certain new accounting pronouncements;

 

    the Company’s belief that CCBSS will increase purchasing efficiency and reduce future increases in cost of sales and other operating expenses;

 

    anticipated product innovation in 2005; and

 

    the Company’s expectation that growth in overall bottle/can volume will be primarily dependent upon continued growth in diet products, isotonics and bottled water as well as the introduction of new products.

 

These statements and expectations are based on the currently available competitive, financial and economic data along with the Company’s operating plans, and are subject to future events and uncertainties that could cause anticipated events not to occur or actual results to differ materially from historical or anticipated results. Among the events or uncertainties which could adversely affect future periods are:

 

    lower than expected selling prices resulting from increased marketplace competition;

 

    an inability to meet performance requirements for expected levels of marketing funding support payments from The Coca-Cola Company or other beverage companies;

 

    changes in how significant customers market or promote our products;

 

    reduced advertising and marketing spending by The Coca-Cola Company or other beverage companies;

 

    an inability to meet requirements under bottling contracts with The Coca-Cola Company or other beverage companies;

 

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    the inability of our aluminum can or PET bottle suppliers to meet our purchase requirements;

 

    significant changes from expectations in the cost of raw materials;

 

    higher than expected insurance premiums and fuel costs;

 

    lower than anticipated returns on pension plan assets;

 

    higher than anticipated health care costs;

 

    unfavorable interest rate fluctuations;

 

    higher than anticipated cash payments for income taxes;

 

    unfavorable weather conditions;

 

    significant changes in consumer preferences related to nonalcoholic beverages;

 

    inability to increase selling prices, increase bottle/can volume or reduce expenses to offset higher raw material costs;

 

    reduced brand and packaging innovation;

 

    significant changes in credit ratings impacting the Company’s ability to borrow;

 

    adverse or unanticipated outcomes arising from the disposition of certain claims and legal proceedings occurring in the ordinary course of business;

 

    assessments of additional taxes resulting from audits of our filings for various periods;

 

    terrorist attacks, war, other civil disturbances or national emergencies; and

 

    changes in financial markets.

 

The Company undertakes no obligation to publicly update or revise any forward-looking statements.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

There has been no significant change in market risks since January 2, 2005.

 

Item 4. Controls and Procedures

 

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)), pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective for the purpose of providing reasonable assurance that the information required to be disclosed in the reports the Company files or submits under the Exchange Act (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

 

There has been no change in the Company’s internal control over financial reporting during the quarter ended July 3, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 4. Submission of Matters to a Vote of Security Holders

 

(a) The Annual Meeting of the Company’s stockholders was held on May 4, 2005.

 

(b) All director nominees were elected.

 

(c) The meeting was held to consider and vote upon electing eleven directors, each for a term of one year or until their successors have been elected and qualified. The votes with respect to each director were as follows:

 

Director Name


   For

   Withheld

J. Frank Harrison, III

   53,956,345    940,217

H. W. McKay Belk

   54,733,247    163,315

Sharon A. Decker

   54,760,214    136,348

William B. Elmore

   53,721,828    1,174,734

James E. Harris

   54,794,239    102,323

Deborah S. Harrison

   54,806,578    89,984

Robert D. Pettus, Jr.

   54,812,588    83,974

Ned R. McWherter

   54,882,735    13,827

John W. Murrey, III

   54,848,923    47,639

Carl Ware

   54,823,990    72,572

Dennis A. Wicker

   54,760,234    136,328

 

47


Table of Contents

Item 6. Exhibits

 

(a) Exhibits

 

Exhibit
Number


 

Description


4.1   $164,757,000 5.00% Senior Note due 2016 (filed herewith).
4.2   The registrant, by signing this report, agrees to furnish the Securities and Exchange Commission, upon its request, a copy of any instrument which defines the rights of holders of long-term debt of the registrant and its subsidiaries for which consolidated financial statements are required to be filed, and which authorizes a total amount of securities not in excess of 10 percent of total assets of the registrant and its subsidiaries on a consolidated basis.
10.1   Consulting Agreement, dated as of June 1, 2005, between the Company and David V. Singer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 3, 2005).
10.2   Form of Split-dollar Deferred Compensation Replacement Benefit Agreement Election Form and Agreement Amendment, effective as of June 20, 2005, between the Company and certain executive officers of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 24, 2005).
31.1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32   Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

48


Table of Contents

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    COCA-COLA BOTTLING CO. CONSOLIDATED
    (REGISTRANT)
Date: August 12, 2005   By:  

/s/ Steven D. Westphal


        Steven D. Westphal
       

Principal Financial Officer of the Registrant

and

Senior Vice President and Chief Financial Officer

 

49

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